There isn’t a shred of evidence in the Big Journalism article to substantiate the claim that “the ludicrous Koch brothers conspiracy theory–a favorite refrain of the Obama campaign and the extreme left–was apparently fueled by Cato president Ed Crane in his bid to maintain control of the institution.”

There’s no actual reporting in the Big Journalism piece—nothing that contradicts Crane’s account of his conversation with Mayer (given to Dave Weigel last week, in an interview that the unnamed author neglects to link):

“I said, look, I’ll tell you things about the Kochs. Ninety percent of this was positive. I admire them as businessmen, I agree with their philanthropy. The most critical thing I said — she asked, I heard they had a fallout over ‘market-based management.’ I said, Well, we had some disagreements on that. I think it’s a case of ‘the emperor has no clothes.’ Everybody tells him how brilliant this book The Science of Success is, and in my mind it’s one of the worst books ever written.”

If you want to do journalism, try picking up the phone and uncovering some new facts. Also, man up and use your byline.

Mr. Koch argues that leaving Cato’s current board in place and converting the Institute to a normal nonprofit structure with a self-perpetuating board of directors would result in a board “largely subservient to Ed [Crane].” Instead, David and Charles want what they believe Cato does not currently have: “a board independent of management.”

So let’s look at Cato’s board. As of March 1, the non-Koch-affiliated members were:

To take just two examples from the roster above, Ethelmae Humphreys has always struck me as a pretty independent spirit (there weren’t a whole lot of women running companies and fighting unions in the 1950s, when she ran operations at TAMKO Roofing Products).

But, for the sake of argument, let’s assume all of these highly successful entrepreneurs and investors are “subservient to Ed,” given to wilting before the sheer force of his personality.

They are still independent in one sense at least: they don’t depend on Ed Crane for their livelihoods.

In his March 8 public statement, Charles Koch insisted that he and his brother seek to elect “officers and board members [who] would act independently from me or any other individual.”

Does Kevin Gentry, a Vice President at the Charles Koch Foundation, “act independently” of Charles Koch? Does Nancy Pfotenhauer, authorized spokesperson for the Kochs and Koch Industries, just call ‘em like she sees ‘em, without consulting Charles and David Koch?

Nominees to our board that the Kochs were unable to elect on March 1 include: the executive vice president of Koch Industries; a staff lawyer for Koch Industries; a staff lawyer for the Charles Koch Foundation; the president of a Koch-created nonprofit and former vice president of the Charles Koch Foundation; and a former Director of Federal Affairs for Koch Industries.

I suppose it’s possible that Cato board members who work for the Kochs might, on occasion, overcome the limitations of human nature and forget who it is that butters their bread. But if the Kochs were really looking for board members who would “act independently from [Charles] or any other individual,” shouldn’t they have broadened the search?

]]>http://genehealy.com/2012/03/for-an-independent-board/feed/27http://genehealy.com/2012/03/for-an-independent-board/“INSULT[ing] Our Friends”http://feedproxy.google.com/~r/genehealy/~3/8H8rqlOb4ZY/
http://genehealy.com/2012/03/insulting-our-friends/#commentsSun, 25 Mar 2012 14:17:10 +0000http://genehealy.com/?p=2555I’ve been hearing a lot lately about how “Cato partisans” are impugning the integrity of people who work for Koch-sponsored organizations.

Auburn University’s Robert Lawson, co-author of the Economic Freedom of the World annual report has charged that whenever Catoites talk about a threat to Cato’s independence, they “INSULT friends at GMU, Mercatus, IHS, and hundreds of scholars elsewhere (like me) who have benefited from Koch Foundation assistance.” When a friend of mine who works at the Koch Foundation posted David Koch’s March 22 statement on her Facebook page, a commenter charged that Catoites “are saying that Mercatus and Institute for Humane Studies are right wing Republican outfits ruled by the iron fist of the Kochs.” It’s “extremely hurtful,” per Corey “Smurf” Carpenter.

I don’t know where this narrative comes from, but I’m getting pretty sick of it. It seems clear that it hasn’t been driven by anything Cato staffers have actually said.

I’ve looked through the many blogposts and articles my colleagues and I have written in opposition to the Koch takeover. We rarely mention Mercatus and IHS, but when we have, we’ve emphasized the distinction between Koch-funded and Koch-controlled. We’ve never come within a country mile of impugning their work or suggesting that they’re puppets of Koch Industries.

Responding to Robert Lawson’s charge that Catoites who oppose a Koch takeover of Cato are questioning the independence and integrity of every scholar and organization that the Kochs support, Cato’s Ian Vasquez said:

I have known and worked with Bob since the mid-1990s, I consider him a friend, and I do not doubt—nor have I ever—his integrity and independence as a scholar. I feel the same way about my numerous friends and colleagues at the organizations Bob mentions as I know my Cato colleagues do too.

I’ve explained that I owe my career to a Koch Summer Fellowship 20 years ago, during which I interned at IHS. In fact, just this Friday, I got an email from IHS asking if I’d be willing to tape some remarks for “a short film with a number of IHS alums who may have benefitted from IHS programs and who promote liberty as part of their life’s work.” I said yes, because, whatever Cato’s current difficulties with the Kochs, they’ve done great work by supporting IHS, and I want others to benefit from that work, as I have.

But there’s a world of difference between institutions like Mercatus and IHS, that benefit from the Kochs’ generosity and an institution that is wholly owned by the Koch brothers, which is what Cato would be if Charles and David Koch succeed.

[Mercatus is] a university-based academic research center, led by a faculty director appointed by the provost of George Mason University, staffed primarily by GMU scholars, focused on domestic economic and regulatory issues, and, accordingly, much better insulated from outside control than Cato would be under the arrangement that the Kochs seek to implement…. [N]either IHS nor Mercatus has shareholders who elect the organization’s board of directors.

The Left often dismisses Koch-sponsored organizations like Mercatus, the Reason Foundation, and IHS as “front groups” for Koch interests. But those groups have ordinary nonprofit corporate structures with independent boards of directors. None of them are shareholder organizations–let alone shareholder organizations controlled by a single family. Though the Kochs are generous contributors to each, they lack the power to summarily wipe out each organization’s board of directors, replacing them with Koch loyalists.

This is a pretty simple distinction to grasp, and those of us at Cato have taken care to spell it out plainly for anyone who’s confused on the subject. So it’s beyond frustrating to hear that we’re saying things we’ve never said. It’s like a bad “relationship talk”: “But… I never said anything like that.” “Well, that’s how you made me feel!”

Almost all of us at Cato have friends at IHS and Mercatus and among the broader network of students and scholars who’ve benefited from the Kochs’ generous support. None of us have impugned their integrity.

If you’re being told something different, you’re being told a convenient lie.

]]>http://genehealy.com/2012/03/insulting-our-friends/feed/16http://genehealy.com/2012/03/insulting-our-friends/Cato Plans “Takeover” of Catohttp://feedproxy.google.com/~r/genehealy/~3/0O5SD5Avqso/
http://genehealy.com/2012/03/cato-plans-takeover-of-cato/#commentsFri, 23 Mar 2012 13:44:31 +0000http://genehealy.com/?p=2549On top of yesterday afternoon’s statement from David Koch (about which more later) comes this morning’s press release from the Kochs. “In an attempt to execute their own takeover plan…. board members supportive of Ed Crane voted as a block to change the bylaws and reinstate four past board members.”

Those four longtime board members were ousted by Charles and David Koch at the March 1 shareholders’ meeting. That same day, Charles insisted to the press that: “We seek no ‘takeover.’”

Now, since the Kochs reactivated the shareholders’ agreement, they’ve packed our board with people financially entangled with and/or answerable to the Kochs, including Koch Industries’ largest shareholders, a VP at the Koch Foundation, and an authorized spokesperson for Koch Industries. Nominees to the board that they were unable to elect include: the executive vice president of Koch Industries; a staff lawyer for Koch Industries; a staff lawyer for the Charles Koch Foundation; and a former Director of Federal Affairs for Koch Industries. (Not to worry, though, in his March 8 statement, Charles Koch said he sought to elect “officers and board members [who] would act independently from me or any other individual.”)

]]>http://genehealy.com/2012/03/cato-plans-takeover-of-cato/feed/6http://genehealy.com/2012/03/cato-plans-takeover-of-cato/Legal Advice from L. Brent Bozell IIIhttp://feedproxy.google.com/~r/genehealy/~3/nDouwqLU04s/
http://genehealy.com/2012/03/legal-advice-from-l-brent-bozell-iii/#commentsWed, 21 Mar 2012 14:47:38 +0000http://genehealy.com/?p=2542Over at CNSNews.com, L. Brent Bozell, head of the liberal-bias watchdog group the Media Research Center, weighs in with impressive confidence on the legal merits of Koch v. Cato:

Anyone who reviews the complaint filed on behalf of the Kochs, which also includes copies of the shareholder agreement, can plainly see that the Kochs are unequivocally in the right. This is not a debate about who has the best vision for the libertarian movement. If libertarians and conservatives have any regard for the law and for shareholder agreements, there is just no way you take up sides against the Kochs.

I decided to leave a comment:

Dear Mr. Bozell:

I’m curious at how you arrived at your conclusion that anyone “can plainly see that the Kochs are unequivocally in the right.” Which particular phrases in the Shareholders’ Agreement do you read as barring testamentary dispositions of the shares? Are those terms sufficiently specific to overcome the presumption against such restrictions? (“Courts generally will not apply restrictions on the transfer of shares to testamentary dispositions [transfers through a will] in the absence of express terms that refer to such transfers.” Fletcher Cyclopedia on the Law of Corporations, Chapter 58, Section XX.)

Edwin Hecker, a professor of business associations at The University of Kansas School of Law. Case law in Kansas, he said, holds that restrictions on the transferability of corporate shares are strictly construed. If transfers such as those made upon death are not explicitly addressed in a shareholder agreement, Hecker said, “You have to have a pretty strong case that it was intended to be covered.” What’s more, he said the language of the agreement, which says shareholders may “otherwise dispose of” shares could be read to refer to situations involving shares being exchanged for money or other collateral, rather than passing to heirs.

I don’t know this guy Hecker, though. Could be he’s afflicted with liberal bias. You should have him checked out.

Cordially,

Gene Healy
Vice President
Cato Institute

Speaking of bias, Bozell begins the piece by noting his “great admiration for many of the fine scholars and academics that work at Cato, along with the work they produce.” Which is odd, because just a few years ago, he thought we were in league with some sort of “sleazoid”/”Hollywood”/”media giant” pervo-industrial complex. I guess he’s had a change of heart.

]]>http://genehealy.com/2012/03/legal-advice-from-l-brent-bozell-iii/feed/17http://genehealy.com/2012/03/legal-advice-from-l-brent-bozell-iii/Yglesias on “Legal Funnybusiness”http://feedproxy.google.com/~r/genehealy/~3/3TV74td9FVA/
http://genehealy.com/2012/03/yglesias-on-legal-funnybusiness/#commentsTue, 20 Mar 2012 16:08:05 +0000http://genehealy.com/?p=2532I’m not sure if Matt Yglesias is serious or just having a little schaden-fest here with his proposal that Cato engage in Coasean bargaining with the Kochs. Either way, however appealing I might find the idea of Cato buying its way out of the crackbrained shareholders’ agreement that’s led to the current unpleasantness, that decision’s above my pay grade in more than one sense of the phrase.

But I’m a little bit puzzled about the way Yglesias closes his post. If the Cato brand is more valuable in the hands of independent leadership, then, he says: “the sensible solution is to buy it from the Kochs rather than trying to engage in legal funnybusiness to steal it from them.”

“Engag[ing] in legal funnybusiness”? Last time I checked, we were just sitting here getting sued.

“Steal it from them”? Now, see, this is why I’m a lousy blogger. It says “punditry by the pound” up there, but it’s really more like “punditry by the pellet.”

Because, sometimes, haunted by the fear that I don’t know what I’m talking about, I hesitate to parachute into the fray, wowing all and sundry with categorical pronouncements about various controversies I’ve barely had time to review.

But, having read and absorbed the shareholders’ agreement and the Institute’s bylaws (Art. VII, Sec. 3, of which envisions ownership transfer via “proper evidence of succession”), Yglesias has concluded that the alleged prohibition in Section 3 of the SA is clear enough to overcome the general presumption against restrictions on testamentary transfers. (Per Trevor Burrus: “Courts generally will not apply restrictions on the transfer of shares to testamentary dispositions [transfers through a will] in the absence of express terms that refer to such transfers.” Fletcher Cyclopedia on the Law of Corporations, Chapter 58, Section XX.) And Yglesias has decided that upon her husband’s death, Kathryn Washburn had an immediate duty to offer up the shares to the corporation. (And hey look, the Media Research Center’s L. Brent Bozell just became an expert too!)

Now, I’m just a recovering lawyer with two soul-crushingly dull years in private practice, none of it before Kansas courts. And I’m biased, of course, but it’s not all that clear to me—or to people who know a lot more about Kansas corporate law than I do—that Yglesias and the Kochs are right about the letter of the agreement—or its spirit. If the point of the original agreement was to preserve the original shareholders’ intent, given the power the agreement gave them over the board of directors, they had little to worry about testamentary transfers frustrating their aims—which may explain why they didn’t adopt language specifically prohibiting such transfers.

I can understand why some folks grasp at a narrative that says “look at the libertarians trying to dodge their contractual obligations!” It makes for good lefty snark, it’s fun for the sort of conservative who finds libertarians annoying, and it’s surely useful for the Kochs, who’ve insisted that this dispute boils down to “respecting the rule of law.” Interesting, if true! But not true.

The politically engaged have offered much commentary on the conflict over the future of the Cato Institute. Some prominent people on the left have spoken of their respect for the current Cato. In today’s polarized political world, an endorsement from the left often serves as a negative signal to conservatives. That reaction would be a mistake. Conservatives have something at stake in the continuation of Cato.

What is the issue here? Each reader will reach his or her own conclusions based on the evidence we have about the Kochs’ intentions in this takeover attempt. I would suggest that we look at the big picture about the recent development of think tanks. A few years ago a number of wealthy liberals including George Soros decided to contribute considerable sums to a new think tank. They deemed the old liberal think tanks (e.g. Brookings) ineffective and too removed from politics. They sought instead a think tank engaged with daily partisanship, grassroots mobilization, and electoral politics. From those aspirations arose the Center for American Progress, an institution that official Washington judges a success. Perhaps the Kochs have decided to emulate CAP and integrate Cato into their larger political enterprise.

The conservative will immediately recognize that the Kochs are proposing a “new model” think tank to replace the “old school” Cato. Of course, the conservative will not oppose all innovations though he will always insist on repair rather than reconstruction. But the conservative will ask, “What exactly needs repair here? What reasons counsel innovation at Cato?” Under Ed Crane, the Cato Institute has built a strong reputation for principled engagement in public policy. It has attracted support from donors whose success in the private sector is matched only by their commitment to liberty and limited government. Since Cato has no endowment, those donors could have withdrawn their support at any time, and yet, they remain. Should conservatives endorse innovation by questioning the judgment of men and women whose judgment would be trusted on any other investment they might make?

But a more partisan Cato wouldn’t necessarily further conservative ends of principled limits to government power. I am particularly concerned about an issue area I have worked in for over a decade: campaign finance regulation. It is true that the Republican party has supported the First Amendment by and large in these matters. However, partisanship sometimes requires divergence from principle. After all, the GOP is a party that seeks to win elections, a goal that might be served by restrictions on campaign finance. Indeed, the Republicans have supported a ban on political action committees and more recently, congressional Republicans tried to prohibit 527 committees when it served their electoral purposes. I recall also the poor treatment of Bradley Smith when he chose principle over party at the Federal Election Commission. I suspect a “new model” Cato might be less critical of the GOP during those times that principle and partisanship diverge in First Amendment matters. One of those times might be 2013 after Republican candidates get worked over by a few liberal Super PACs in 2012.

Conservatives place great weight on the virtue of prudence. Politics is not a reckless pursuit of abstract ideals but rather a modest effort to preserve what is valuable in our tradition. A conservative considers circumstances as well as rights, the larger context as well as the next moment. Even if we assume the Kochs are correct in their legal claims, they are hardly being prudent in pursing their takeover of Cato. Progressives are palpably enjoying the Koch-Cato fight for a reason: it serves their ends, which is to say, the cause of Obama. Prudence sometimes counsels restraint, even when you believe your cause is just. Or so conservatives believe.

Finally, it is important to recognize that for over 30 years Cato has stood for “individual liberty, limited government, free markets, and peace.” I cannot count how many times I have heard Ed Crane say that Cato’s cause is the cause of the American Revolution. Cato scholars are second to none in their devotion to the original public meaning of the Constitution. Not all conservatives agree with the implications Cato draws from the American political tradition. But Cato scholars have always been clear that individual liberty and limited government were incompatible with the Progressive mantra of collective welfare through unlimited government. A “new model” Cato might offer a less distinctive defense of the cardinal values of the American political tradition.

The Koch brothers have done much to advance the cause of individual liberty and limited government. The “new model” they propose for Cato, however, is an innovation whose utility conservatives should doubt. The “old school” Cato has done much to raise doubt about Progressivism among Americans with an independent outlook. It has also contributed (and will contribute) to the valiant effort to preserve the core values of the American tradition. The conservative will wonder why such an institution should be cast aside in the pursuit of the latest political fad, an innovation fostered by none other than George Soros. On this matter at least, the conservative will judge the Kochs to be all too progressive.

Would a think tank that could accurately be described as a wholly owned subsidiary of Koch Industries ever be taken seriously in public-policy debates?

Granted, the dispute looks anything but simple.

Cato charges that the Kochs have launched a hostile, partisan takeover of the Institute, invoking a long-dormant shareholder agreement in an attempt to pack Cato’s board with non-libertarians who are financially entangled with Koch Industries.

Charles G. Koch insists, “we are not acting in a partisan manner, we seek no ‘takeover’ and this is not a hostile action.” The Kochs are, he says, merely asserting their clear contractual rights in an effort to ensure Cato remains consistent with the principles upon which it was founded.

It’s easy to get lost in the weeds: Does the shareholders’ agreement prohibit a testamentary transfer of shares? Why didn’t the parties embrace a “standstill agreement”? Why do the Kochs seem to think that the March 1 shareholders’ meeting was a key event requiring them to file suit when they did?

But, for the sake of argument, let’s just resolve every disputed point in the Kochs’ favor. Let’s suppose that the Kochs are, as Charles Koch maintains, genuinely committed to ensuring that Cato remains a “non-partisan organization” working on “the full spectrum of libertarian issues for which it has become known.” Let’s assume that this fight is, as some have charged, simply about Ed Crane clinging to power, and that the Catoites who’ve spoken out against the Koch takeover are so loyal to—or so afraid of—Crane that they’ll puttheirjobsatrisk to spare him early retirement (at 68). Let’s suppose that Cato has been utterly, perversely unreasonable during the entire course of the negotiations; that the Kochs’ legal case is airtight; and that Cato throughout has shown no more respect for the rule of law and the sanctity of contract than a bunch of college kids trying to bilk their landlord out of a couple months’ rent.

Let’s just assume all of that is true.

We’re still left with this: in their lawsuit, Charles and David Koch demand a 67 percent ownership stake in the Cato Institute. Though Cato has, for most of the life of the Institute, functioned as an ordinary nonprofit (the shareholders had not met, in person or by telephone, for a period of 27 years), the Kochs recently reactivated the shareholders’ agreement in an attempt to assert control over the Institute’s operations, and they’re now suing to assert even more control.

Should the Kochs win their lawsuit, and win that 67 percent share, it would quickly become 100 percent ownership of Cato as soon as they invoked Section 4 of the shareholders’ agreement (which allows a majority of shareholders “at any time” to forcibly divest any other shareholder of his stake) against the remaining non-Koch shareholder, Ed Crane, who’s clearly the target of Charles’s caustic attack on “Cato’s leadership” last week.

The Left often dismisses Koch-sponsored organizations like Mercatus, the Reason Foundation, and IHS as “front groups” for Koch interests. But those groups have ordinary nonprofit corporate structures with independent boards of directors. None of them are shareholder organizations–let alone shareholder organizations controlled by a single family. Though the Kochs are generous contributors to each, they lack the power to summarily wipe out each organization’s board of directors, replacing them with Koch loyalists.

But that’s precisely the power the Kochs have decided to seek, in a very public manner, in the suit they filed against Cato on March 1st.

Should they succeed, Cato will become an organization that, legally speaking, is controlled by two billionaires, who also happen to be the two largest shareholders of Koch Industries, who also happen to be brothers.

And so all this ugliness comes down to a simple question:

If the Kochs prevail, would the Cato Institute’s reputation as a credible source on vital public policy questions survive the (unfortunately accurate) perception that it is, as Cato chairman Bob Levy puts it, literally “owned by the Kochs”?

If the answer to that question is “no”–as it must be for any intelligent person–then you have all the explanation you need for why Cato staffers have risen up to oppose this threat to their reputation as independent analysts, and why people like George Mason University’s Don Boudreaux think that “the Kochs are, with this action, most imprudently and unwisely threatening the long-term health of the liberty movement”

And that leaves us with a more fundamental question: What in the hell did the Kochs hope to accomplish here? Like many others, I really wish I knew.

]]>http://genehealy.com/2012/03/its-pretty-simple-2/feed/4http://genehealy.com/2012/03/its-pretty-simple-2/A Note about Technical Difficultieshttp://feedproxy.google.com/~r/genehealy/~3/6TFPya7Jz1k/
Sun, 18 Mar 2012 22:15:04 +0000http://genehealy.com/?p=2516Somewhere in one of the many articles written about Koch v. Cato in the last two weeks (can’t find it right now), the reporter says something to the effect that Cato had launched “a coordinated PR campaign” in response to the Kochs’ lawsuit. I got a chuckle out of that one.

The fact is, though many of us knew this dispute lurked in the background, we were all surprised as hell when they sued us on February 28. And our response was, I can assure you, utterly ad hoc and improvised.

Case in point: two weeks ago, when I fired up my long-dead blog for a few posts about the case, I discovered that when I put the links up on Facebook, the preview panel contained spam text for generic Viagra and Cialis:

I can only imagine what people thought when they reposted the link: “Cato: even in their hour of greatest danger, they stand for liberty and against erectile disfunction!”

Any conspiracy theorists reading this should chill out, though: the hacking wasn’t corporate espionage, or anything of the sort. I noticed the problem a couple of years ago, but didn’t do anything about it because I wasn’t using the blog. If I knew we were going to launch a coordinated PR campaign (ha!) I would’ve had it fixed well before last week.

My long-suffering web sherpa, PJ Doland, solved the problem—but old posts will still retain the spam if anyone forwards them.

All of this is prelude to an explanation of why I’m about to repost last week’s “It’s Pretty Simple.” Should you choose to circulate this one, it won’t mix messages anymore.

]]>http://genehealy.com/2012/03/a-note-about-technical-difficulties/Cato’s Ian Vasquez on What the Kochs Have Wroughthttp://feedproxy.google.com/~r/genehealy/~3/uFg97lKL0B4/
http://genehealy.com/2012/03/catos-ian-vasquez-on-what-the-kochs-have-wrought/#commentsSat, 17 Mar 2012 15:08:40 +0000http://genehealy.com/?p=2512My colleague Ian Vasquez, prompted by comments from Prof. Robert Lawson, explains how the Kochs’ attempt to turn Cato into a Koch-owned operation threatens to unfairly undermine the reputations of institutions and scholars who merely receive some sponsorship from the Kochs:

I’m surprised and disappointed by a note that my friend and colleague, Bob Lawson, wrote about the Cato-Koch dispute. Bob proclaimed to be indifferent as to the outcome of the dispute and views Cato’s defense as insulting to our colleagues at GMU, Mercatus and IHS on the grounds that we call into question their intellectual independence.

First, let me say that I have known and worked with Bob since the mid-1990s, I consider him a friend, and I do not doubt—nor have I ever—his integrity and independence as a scholar. I feel the same way about my numerous friends and colleagues at the organizations Bob mentions as I know my Cato colleagues do too.

Our concerns relate to Cato’s autonomy and are well laid out here by Bob Levy. Among other problems, the Koch’s interpretation of the shareholder agreement would, if imposed, turn Cato into a think tank accurately perceived as being owned by the Kochs. Even if you ignore every indication by the Kochs about their intent to fold Cato into their politically partisan operations, I don’t see how you can ignore the damage that their ownership and control would do to Cato’s credibility. As my colleague Gene Healy has explained, the kind of governance structure that has given rise to this dispute does not exist at the Koch-funded policy-oriented organizations Bob cites; their structure and rules pose no threat to their integrity. It is unfortunate that the press now questions the independence of Koch-supported institutions. But that is the fault of the Koch’s own suit and heavy-handed take-over attempt, rather than Cato’s efforts to rely a on governance practice common among non-profits.

So let’s be clear. We are not fighting to defend our boss or our jobs as Bob Lawson implies. As Bob Levy pointed out, Ed Crane has offered to retire in an expedited fashion in exchange for abandoning the shareholder agreement that threatens Cato’s integrity, but the Kochs appear to be more interested in taking control. And Cato staffers who have been outspoken on this issue are the least likely to keep their jobs in the event of a Koch-controlled institute. The fact that many of my colleagues, both senior and junior, have announced their resignation if the Kochs prevail, should dispell any doubts about what they feel is really at stake. For the record, I include myself among those who would resign if the Kochs take over.